By Appraisal Sample Clauses

By Appraisal. If the fair market value of the Shares is to be determined by Qualified Appraisers, the seller and purchaser will each have the opportunity to appoint, at his, her, or its own expense, a Qualified Appraiser, within five (5) days following the expiration of the ten (10)-day period within which the Seller and purchaser could not mutually agree on the fair market value. If either party shall fail to appoint a Qualified Appraiser within this five (5)-day period, the other Qualified Appraiser shall unilaterally establish the fair market value of the Shares by a written opinion. If both parties appoint Qualified Appraisers within this five (5)-day period, these two (2) Qualified Appraisers shall establish the fair market value of the Shares in a single written opinion agreed to by both of them. If these two (2) Qualified Appraisers cannot agree on the fair market value of the Shares within ten (10) days of the appointment of the latter of them, these two (2) appointed Qualified Appraisers shall together appoint a third Qualified Appraiser whose sole written opinion shall establish the fair market value of the Shares. Any action to be taken by Holdings under this section shall be taken by Holdings’ Board of Directors, except that the Seller shall not vote, either as a director or Stockholder, and either directly or through an agent or subordinate, with respect to such actions. The fees and reimbursed expenses charged by the Qualified Appraisers in the valuation under this section shall be borne solely equally by the purchaser and seller. Holdings will provide such data as any Qualified Appraiser deems necessary or useful to make such determination of the fair market value of the Shares. The parties agree that the Shares owned by AmerAlia (or any of its successors or assigns) shall be subject to any minority interest discount as may be deemed appropriate by the Appraiser.
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By Appraisal. If the Company and such Purchaser are unable to ------------ agree on the value of the Stock and Common Stock Equivalents within 30 days after delivery of the notice under Section 7.01, the fair market value of the Stock and Common Stock Equivalents to be repurchased shall be determined by appraisal (the "Appraised Value") by a nationally recognized investment banker --------------- with experience in the industry in which the Company and the Subsidiaries are engaged, selected by the such Purchaser and reasonably acceptable to the Company's Board of Directors (excluding such Purchaser's Director), which investment banker shall not be affiliated with the Company or such Purchaser. If, within 45 days after delivery of the notice referred to in Section 7.01, an investment banker has not been selected, such Purchaser and the Company's Board of Directors (excluding such Purchaser's Director) shall each select an investment banker, and such investment banker shall select a third investment banker meeting the criteria specified above who shall conduct the appraisal. The appraiser shall value the Company and the Stock and Common Stock Equivalents to be purchased as if (i) the Company and such Stock and Common Stock Equivalents were being sold as part of the sale of all outstanding securities of the Company to an unrelated third party in an arms-length transaction for cash only, without deduction for illiquidity, minority interest, lack of control or any other similar consideration, and (ii) all proceeds of the deemed sale referred to above were being distributed among the Stockholders in accordance with the Certificate of Incorporation (treating Common Stock Equivalents as the number of shares of Stock for which they would then be exercisable in accordance with the preceding clause).
Sample 1
By Appraisal. (A) In the event that Lessee shall dispute Lessor’s determination of the Fair Market Rent for the Renewal Term, then Lessee shall so notify Lessor no later than ten (10) days after receiving the notice of Lessor’s determination. In its notice, Lessee shall designate an individual (who shall be an M.A.I. appraiser with at least five (5) years experience in industrial buildings in the Central Xxxxxxxxxx County industrial market) to act as its appraiser hereunder. Within ten (10) days after receiving Lessee’s notice as aforesaid, Lessor shall designate an individual (who shall be an M.A.I. appraiser with at least five(5) years experience in industrial buildings in the Central Xxxxxxxxxx County industrial market) to act as its appraiser hereunder.
Sample 1

Related to By Appraisal

  • The Appraisal The Mortgage Loan Documents contain an appraisal of the related Mortgaged Property by an appraiser who is licensed in the state where the Mortgaged Property is located, and who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof; and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and the appraisal and the appraiser both satisfy the applicable requirements of Title XI of the Financial Institution Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated;

  • Appraisal The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date. The appraisal is signed by an appraiser that (i) was engaged directly by the originator of the Mortgage Loan or the Mortgage Loan Seller, or a correspondent or agent of the originator of the Mortgage Loan or the Mortgage Loan Seller, and (ii) to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.

  • Independent Appraiser A Person with no material current or prior business or personal relationship with the Advisor or the Directors and who is a qualified appraiser of Real Property of the type held by the Company or of other Assets as determined by the Board. Membership in a nationally recognized appraisal society such as the American Institute of Real Estate Appraisers or the Society of Real Estate Appraisers shall be conclusive evidence of such qualification as to Real Property.

  • Inspections; Appraisals (a) Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower or Subsidiary, inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations. Lenders may participate in any such visit or inspection, at their own expense. Neither Agent nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower. Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers shall not be entitled to rely upon them.

  • Real Estate Appraisals Company shall, and shall cause each of its Subsidiaries to, permit an independent real estate appraiser reasonably satisfactory to Administrative Agent, upon reasonable notice, to visit and inspect any Additional Mortgaged Property for the purpose of preparing an appraisal of such Additional Mortgaged Property satisfying the requirements of any applicable laws and regulations (in each case to the extent required under such laws and regulations as determined by Administrative Agent in its discretion).

  • Financial Examination and Appraisal Fees Bank's customary fees and out-of-pocket expenses for Bank's audits of Borrower's Accounts, and for each appraisal of Collateral and financial analysis and examination of Borrower performed from time to time by Bank or its agents;

  • Updated Appraisals For so long as the Loan remains outstanding, if any Event of Default shall occur hereunder, or if, in Lender’s judgment, a material depreciation in the value of the Land and/or the Improvements shall have occurred, then in any such event, Lender, may cause the Land and Improvements to be appraised by an appraiser selected by Lender, and in accordance with Lender’s appraisal guidelines and procedures then in effect, and Borrower agrees to cooperate in all respects with such appraisals and furnish to the appraisers all requested information regarding the Land and Improvements and the Facility. Borrower agrees to pay all reasonable costs incurred by Lender in connection with such appraisal which costs shall be secured by the Mortgage and shall accrue interest at the Default Rate until paid.

  • Inspections and Appraisals At all times during normal business hours, Laurus, and/or any agent of Laurus shall have the right to (a) have access to, visit, inspect, review, evaluate and make physical verification and appraisals of each Company’s properties and the Collateral, (b) inspect, audit and copy (or take originals if necessary) and make extracts from each Company’s Books and Records, including management letters prepared by the Accountants, and (c) discuss with each Company’s directors, principal officers, and independent accountants, each Company’s business, assets, liabilities, financial condition, results of operations and business prospects. Each Company will deliver to Laurus any instrument necessary for Laurus to obtain records from any service bureau maintaining records for such Company. If any internally prepared financial information, including that required under this Section is unsatisfactory in any manner to Laurus, Laurus may request that the Accountants review the same.

  • MAI Appraiser The cost of such application to the presiding judge shall be equally shared by the parties. Within five (5) days after completion of the third (3rd) MAI Appraiser’s appraisal, all three (3) MAI Appraisers shall meet and a majority of the MAI Appraisers shall attempt to determine the fair market value of the Premises or applicable portion thereof. If a majority are unable to determine the fair market value at such meeting, the three (3) appraisals shall be added together and their total divided by three (3). The resulting quotient shall be the Fair Market Value. If, however, either or both of the low appraisal or the high appraisal are more than ten percent (10%) lower or higher than the middle appraisal, any such lower or higher appraisal shall be disregarded. If only one (1) appraisal is disregarded, the remaining two (2) appraisals shall be added together and their total divided by two (2), and the resulting quotient shall be such Fair Market Value. If both the lower appraisal and higher appraisal are disregarded as provided herein, the middle appraisal shall be such Fair Market Value. In any event, the result of the foregoing appraisal process shall be final and binding.

  • Waiver of Appraisal Rights Each Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger.

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